Cafe Odyssey Announces Execution of Definitive Agreement to Purchase ROI Interactive, Inc.

MINNEAPOLIS, July 28 /PRNewswire/ -- Cafe Odyssey (Nasdaq: CODY) today announced it has entered into a definitive purchase agreement to acquire all of the capital stock of Dallas-based ROI Interactive, Inc. The terms of the transaction call for the payment of $5,000,000 in a combination of stock and cash. The transaction is projected to close during the current quarter, subject to satisfaction of certain terms and conditions contained in the definitive purchase agreement.

ROI, founded in 1998 by Gary Schneider and John Palms, is a "permission marketing" email communication company, concentrating on the needs of its broadcast, media, sports, and entertainment customers. Messrs. Schneider and Palms will have expanded management responsibilities relating to other Cafe Odyssey ecommerce activities, including PopMail.com .

ROI holds long-term contracts with 75 television stations and 25 professional sports teams. TV stations under contract with ROI include stations in all of the top 10 markets in the U.S. In addition, ROI provides exclusive email service and permission-based, opt-in marketing for major professional sports teams including, among others, the 1999 Stanley Cup Champion Dallas Stars, Texas Rangers, Atlanta Hawks, and Los Angeles Kings. These contracts provide for fee-based income and permission-based marketing through the exclusive use of ROI's "ENEWSNOTIFIER(TM)" program. This program is used by the stations and sports teams to notify their viewers and customers in advance of special events, shows, and ticket availability. Many other services and functions are available through this marketing technology.

Stephen D. King, CEO of Cafe Odyssey, said, "Gary Schneider and John Palms add proven television media management as well as Internet service provider management to our team. We believe we now have established our base for radio, television, and sports marketing. Our plan is to build sales growth on a profitable basis."

James L. Anderson, Chairman of PopMail, said, "The planned combination of PopMail, ROI Interactive, and Internet Community Concepts present substantial revenue and growth opportunities. We believe selling people what they ask us to sell them (what we call permission-based marketing) with proven revenue producers is a powerful business model."

Gary Schneider, CEO of ROI Interactive, said, "Our existing customer base includes most of the top TV markets in the U. S. We look forward to combining our sales methods with PopMail's distribution platform to become a leader in media email and ecommerce. With our established list and brand-name sports team recognition, we are positioned to lead the way in our niche. Focused permission-based marketing results in higher sales performance in growth and revenues."

Cafe Odyssey's objective is to become a leading provider of email services, permission-based marketing email, and branded web-based email in the fields of radio, television, newspaper, and sports/entertainment.

As previously announced, the Company has set 3:00 p.m., August 19, 1999, as the date and time for shareholders of Cafe Odyssey to vote on the approval of the merger with PopMail.com, Inc. and the related name change from Cafe Odyssey, Inc. to PopMail.com, Inc. Also, negotiations and pre-acquisition due diligence are continuing with regard to the planned acquisition of Internet Community Concepts. Finally, two new acquisition opportunities, both ecommerce related, have been identified and are in the early stages of discussion.

PopMail.com Inc. is a leading provider of email service to radio stations and their listeners. PopMail combines the power of the Internet with the most successful affinity-building, mass-medium ever created: radio. By providing radio stations with an attractive email service offered to listeners free of charge, PopMail leverages radio's proven ability to engage audiences and attract advertisers. PopMail holds exclusive relationships with more than 500 radio stations; they reach 100 million listeners each week. The consumer web site can be found at http://www.PopMail.com .

The Cafe Odyssey restaurant division develops, owns, and operates upscale, casual-themed restaurants. The concept is food-driven with a menu that offers a broad selection of cuisine from around the world, including popular "cultural fusion" items. The Company currently operates three restaurants, one in Cincinnati, Ohio, one in the Mall of America, Minnesota, and a third location in the Denver Pavilions in downtown Denver, Colorado. The Company's web site can be found at http://www.cafeodyssey.com .

The Private Securities Litigation Reform Act of 1995 provides a "safe- harbor" for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made by or to be made by the Company) contains statements that are forward-looking, such as statements relating to plans for future expansion. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statement made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, completion of definitive purchase agreements, shareholder approval, those relating to development and construction activities, dependence on existing management, leverage and debt service, domestic or global economic conditions, and changes in customer preferences and attitudes. For more information, review the Company's filings with the Securities and Exchange Commission.